1.1 These general terms and conditions apply to all contracts and services that we conclude with contract partners. Deviating purchasing conditions, purchase regulations or other general terms and conditions of the contractual partners are excluded unless we expressly agree to them in writing. The following terms and conditions do not apply to contracts that we conclude with consumers in accordance with § 13 BGB.
1.2 German law is agreed for the contractual relationships between Europlac s.r.o. and the contractual partners. Insofar as these general terms and conditions do not regulate, the German Commercial Code shall apply and insofar as no provision is contained therein, the Civil Code of the Federal Republic of Germany shall apply in the version applicable at the time of conclusion of the contract.
2.1 Our offers are subject to change. Orders are only binding for us if we confirm them or fulfill them by sending the goods. Additional oral agreements are only valid if they are confirmed by us in writing.
2.2 Unless the buyer sets a different deadline, we are entitled to accept the buyer's offer within five working days. The acceptance period begins when the order is sent to the buyer. Acceptance is usually made by sending an order confirmation.
3.1. Unless otherwise agreed, we must make the ordered goods available packaged and ready for collection at the factory in Topolcany and the customer must collect them there at his own risk and expense.
3.2. The agreed prices are net, i.e. excluding VAT. Unless otherwise agreed, the agreed prices already include the costs of packaging.
3.3. Insofar as loading and shipping is expressly agreed, these are carried out uninsured and at the recipient's risk; insofar as the buyer requests a specific type of shipping route and an agreement is reached on this, the buyer shall bear the resulting additional costs separately.
3.4. As long as the buyer is in arrears with a liability, we are entitled to assert a right of retention arising from the same contractual relationship and from further orders and to refuse fulfilment until the arrears have been resolved.
4.1 Röhr GmbH, our sales partner, is entitled to collect funds. Payment can be made to them with liberating effect.
4.2 The invoices are due in full 30 days after the date of the invoice and are payable net cash. If payment is made within 10 days, based on the date of the invoice, we grant a 2% discount.
4.3 The buyer is in default of payment at the latest if he does not make payment within 14 days of the due date; if the date of receipt of the invoice is uncertain, the buyer is in default no later than 14 days after the due date and receipt of the consideration. This does not apply as long and insofar as performance is omitted as a result of circumstances for which the buyer is not responsible.
4.4 The submission of bills of exchange requires our consent. Their expenses and costs as well as the risk of timely presentation and protest collection are borne by the customer.
4.5 If the buyer is in default of payment, we are entitled — without prejudice to our other rights — to demand advance payments for all services still to be provided by us. The buyer can avoid this advance payment obligation either by providing a joint and several bank guarantees upon first request from a German bank in the amount of the advance payment amounts owed or by correcting the late payment by making immediate payment.
4.6 In the event of serious breaches of contract by the buyer, we are entitled to make all claims arising from the business relationship due immediately.
4.7 The offsetting against our claims with counterclaims is excluded. This does not apply to offsetting against undisputed, legally established or disputed claims that are ready for decision.
4.8 The admissible offsetting with counterclaims against our claims is only permitted if the intention to offset the claim is announced at least one month before the set-off statement.
Cases of force majeure suspend the parties' contractual obligations insofar as they prevent them from being fulfilled, for the duration of the disruption and the extent of its effect. If the resulting delay exceeds the period of six weeks, we are entitled to withdraw from the contract with regard to the affected scope of services.
6.1 The buyer must examine the goods immediately, but no later than 8 days after collection, insofar as this is feasible in the ordinary course of business, and if a defect appears, notify us immediately.
6.2 If the buyer fails to report, the goods are considered approved, unless it is a defect that was not apparent during the inspection.
6.3 If such a defect appears later, the notification must be made immediately after discovery; otherwise, the goods are considered approved even with regard to this defect.
6.4 To maintain the buyer's rights, it is sufficient to send the notification in good time.
6.5 Insofar as we have fraudulently concealed the defect, we cannot rely on this provision of inspection and complaint obligation.
6.6 Unless otherwise agreed, the following characteristics of the delivered goods apply in particular:
6.6.1 Veneer pattern: After ordering, processing and sorting are carried out according to the best of our knowledge. Natural color and structure differences as well as irregularities are present in the natural material wood and are therefore no reason for complaint.
6.6.2 In accordance with the recognized state of the art, fine veneer joints are also permitted; the same applies to finished edges for emerging joints. Cuttled veneer joints of up to 1/3 of the total veneer joint length are permitted.
6.6.3 Based on 1000 mm, a distortion of the plate, measured free-standing, of 2 mm is permitted. Due to short delivery times, the delivered plates may be warm, which must be checked by the customer. We would like to point out that processing when warm may cause the plates to warp, for which we are not responsible.
6.6.4 On 1000 mm leg length, a deviation from rectangularity of 1 mm is allowed.
6.6.5 Production-related format deviations are not objectionable if up to 10% of the delivered plates are affected.
6.6.6 Claims against us arising from warranty law expire one year from the start of the statutory limitation period. This does not apply to the limitation period for claims against us due to a defect in the cases of Section 438 I No. 2 or Section 634 a I No. 2 BGB, i.e. due to a defect in a building or a defect in a work that has been used for a building in accordance with its usual use and has caused its defectiveness or in a work whose success consists in providing planning or monitoring services for a building.
6.6.7 Changes to an order must be made in writing after acceptance and must be expressly confirmed. This applies in particular to fixed dimensions and processing. We reserve the right to make approval of the change confirmation subject to declarations of costs and risks and the postponement of delivery dates.
6.6.8 In the case of orders that we carry out on behalf of a customer, we assume no liability for the infringement of third-party property rights. The buyer is responsible for checking these property rights in advance. In internal relations with us, he is solely liable for the claims of third parties due to such infringements of intellectual property rights.
We are only liable for damages other than those resulting from injury to life, body and health insofar as these damages are based on intentional or grossly negligent action or even a culpable breach of an essential contractual obligation by us or our legal representatives or vicarious agents. What is essential to the contract is an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the buyer can regularly rely. Any further liability for damages is excluded, unless this is based on a guarantee given by us as to the quality of the purchased item or from the Product Liability Act or is based on the fact that we have placed particular trust in us, unless the exclusion of liability constitutes undue discrimination against the buyer for other reasons. In these cases, however, compensation is limited to the typically foreseeable damage.
8.1 Until full payment of our claims arising from the business relationship with the customer, insofar as these are still outstanding at the time of delivery of the goods, the delivered goods remain our property. However, we agree that the buyer is authorized to dispose of them in the ordinary course of business.
8.2 The retention of title also extends to the products resulting from processing, mixing or combining our goods at their full value, in which case we are considered the manufacturer. If third-party goods are processed, mixed and combined with third-party goods, we acquire joint ownership in proportion to the invoice values of the processed goods.
8.3 The customer hereby assigns to us the claims against third parties arising from the resale in their entirety or, in the case of processing, mixing and combination with third-party goods, in the amount of our possible co-ownership share. The customer is authorized to collect receivables until we revoke this authorization. The customer is not entitled to assign the receivables; this also applies for purposes of collecting receivables by means of factoring, unless the factorer's obligation to effect the consideration in the amount of our share of receivables directly on us as long as there are still claims on our part against the customer.
8.4 Access by third parties to the goods claims belonging to us must be notified to us immediately in writing, by registered letter, by fax or by e-mail.
8.5 The exercise of the retention of title by us does not automatically mean withdrawal from the contract.
8.6 The goods delivered by us or the claims taking their place may neither be pledged to third parties nor assigned as security or assigned before our claims are settled in full.
8.7 If the value of the securities exceeds our claims by more than 20%, we will release securities of our choice at the request of the customer.
The application of UN sales law is excluded for all disputes arising from contracts that arise in accordance with these general terms and conditions. The place of jurisdiction for all claims arising from contracts that have been concluded with the inclusion of these terms and conditions is Ravensburg, Germany.
Should any provision of these general terms and conditions be invalid or unenforceable, the remaining provisions shall remain effective, unless the omission of individual clauses would unreasonably disadvantage a contracting party that it can no longer be expected to stick to the contract.
